Devon Energy Corporation (NYSE: DVN) (“Devon”) and Crosstex Energy, L.P.
(the “Partnership”) (NASDAQ: XTEX) and Crosstex Energy, Inc. (the
“Corporation”) (NASDAQ: XTXI) (collectively “Crosstex”) today announced
the selection of EnLink Midstream Partners, LP and EnLink Midstream, LLC
as the names of their new combined midstream business following the
completion of the transaction.
On October 21, 2013, Devon and Crosstex announced the signing of
definitive agreements to combine substantially all of Devon’s U.S.
midstream assets with Crosstex’s assets to form a new midstream
business. The new business will consist of two publicly traded entities:
the master limited partnership, whose name will change upon closing from
Crosstex Energy, L.P. to EnLink Midstream Partners, LP, and a publicly
traded general partner entity, which will be called EnLink Midstream,
LLC. Applications will be filed to list the common units of both EnLink
Midstream Partners, LP and EnLink Midstream, LLC on the New York Stock
Exchange upon the closing under the symbols “ENLK” and “ENLC”,
respectively. The new website for EnLink Midstream can be found at www.enlink.com.
“We are proud to introduce EnLink Midstream, which will be a leading,
integrated midstream company with a diverse geographic footprint and a
strong financial foundation,” said Barry E. Davis, Chief Executive
Officer of Crosstex and incoming CEO of EnLink Midstream. “This
strategic combination is expected to generate immediate and future value
for our equity holders and to provide greater capacity to pay
distributions. Our enhanced financial position will support both
existing and new growth projects and our employees will benefit from
working for a larger, stronger company.”
The transaction, which is expected to close in the first quarter of
2014, is subject to approval by the stockholders of the Corporation as
well as other customary closing conditions. On December 13, 2013,
Crosstex announced the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Information About Notice to NASDAQ
Crosstex has submitted written notice to the NASDAQ Global Select Market
(“NASDAQ”) of its intention to voluntarily delist the Corporation’s
common stock and the Partnership’s common units from NASDAQ and to apply
for the listing of EnLink Midstream, LLC’s common units and the
Partnership’s common units on the NYSE. The proposed delistings are
subject to and conditioned upon the closing of the transaction.
Management of Crosstex determined that the proposed delistings would be
in the best interests of the equityholders of the Partnership and the
Corporation and the business as a whole. Shortly following the closing
of the transaction, the Corporation and the Partnership each intend to
file a Form 25 with the Securities and Exchange Commission (the “SEC”)
to effect the proposed delistings from NASDAQ. The official delistings
will become effective approximately ten days thereafter.
About Devon Energy
Devon Energy Corporation is an Oklahoma City-based independent energy
company engaged in oil and gas exploration and production. Devon is a
leading U.S.-based independent oil and gas producer and is included in
the S&P 500 Index. For more information about Devon, please visit www.devonenergy.com.
About the Crosstex Energy Companies
Crosstex Energy, L.P. (NASDAQ: XTEX) is an integrated midstream energy
partnership headquartered in Dallas that offers diversified, tailored
customer solutions spanning the energy value chain with services and
infrastructure that link energy production with consumption. XTEX
operates approximately 3,500 miles of natural gas, natural gas liquids
and oil pipelines, 10 natural gas processing plants and four
fractionators, as well as barge and rail terminals, product storage
facilities, brine disposal wells and an extensive truck fleet. XTEX has
the right platform, the right opportunities and the right people to
pursue its growth-focused business strategy.
Crosstex Energy, Inc. (NASDAQ: XTXI) owns the general partner interest,
the incentive distribution rights and a portion of the limited partner
interests in Crosstex Energy, L.P. as well as the majority interest in
E2, a services company focused on the Utica Shale play in the Ohio River
Valley.
Additional information about the Crosstex companies can be found at www.crosstexenergy.com.
Additional Information and Where to Find It
This press release contains information about the proposed merger
involving a Devon entity and a Crosstex entity. In connection with the
proposed merger, New Public Rangers, L.L.C. (to be renamed EnLink
Midstream, LLC) has filed with the SEC a registration statement on Form
S-4 that includes a proxy statement/prospectus for the Corporation’s
stockholders. The Corporation will mail the final proxy
statement/prospectus to its stockholders. Investors and stockholders are
urged to read the proxy statement/prospectus and other relevant
documents filed or to be filed with the SEC. These documents (when they
become available), and any other documents filed by Crosstex or Devon
with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov.
In addition, stockholders will be able to obtain free copies of the
proxy statement/prospectus from the Corporation by contacting Investor
Relations by mail at Attention: Investor Relations, 2501 Cedar Springs,
Dallas, Texas 75201.
Participants in the Solicitation
Devon, Crosstex and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Corporation in respect of the proposed transaction.
Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the stockholders of the
Corporation in connection with the proposed transaction, including a
description of their direct or indirect interests, by security holdings
or otherwise, is set forth in the preliminary proxy statement/prospectus
filed with the SEC. Information regarding the Corporation’s directors
and executive officers is contained in its Annual Report on Form 10-K
for the year ended December 31, 2012, which is filed with the SEC.
Information regarding Devon’s directors and executive officers is
contained in its Annual Report on Form 10-K for the year ended December
31, 2012, which is filed with the SEC.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. Although these statements
reflect the current views, assumptions and expectations of Devon's and
Crosstex's management, the matters addressed herein involve certain
risks and uncertainties that could cause actual activities, performance,
outcomes and results to differ materially than those indicated. Such
forward-looking statements include, but are not limited to, statements
about future financial and operating results, objectives, expectations
and intentions and other statements that are not historical facts.
Factors that could result in such differences or otherwise materially
affect Devon's, Crosstex's or the new company's financial condition,
results of operations and cash flows include, without limitation,(a)
failure to consummate the transactions due to unsatisfied closing
conditions with respect the transactions or failure to obtain regulatory
approval for the transactions, (b) the risk that the new company will
not be integrated successfully or that such integration will take longer
than anticipated, (c) the possibility that expected synergies will not
be realized, or will not be realized within the expected timeframe, (d)
fluctuations in oil, natural gas and NGL prices, (e) the extent and
success of drilling efforts, as well as the extent and quality of
hydrocarbon volumes produced within proximity of our assets, (f) failure
or delays by customers in achieving expected productions in their
projects, (g) competitive conditions in our industry and their impact on
our ability to connect hydrocarbon supplies to our assets, (h) actions
or inactions to or non-performance by third parties, including
suppliers, contractors, operators, processors, transporters and
customers, (i) our ability to consummate future acquisitions,
successfully integrate any acquired businesses, realize any cost savings
and other synergies from any acquisition, (j) changes in the
availability and cost of capital, (k) operating hazards, natural
disasters, weather-related delays, casualty losses and other matters
beyond our control, (l) timely receipt of necessary government approvals
and permits, our ability to control the costs of construction, including
costs of materials, labor and right-of-way and other factors that may
impact our ability to complete projects within budget and on schedule,
(m) the effects of existing and future laws and governmental
regulations, including environmental and climate change requirements,
(n) the effects of existing and future litigation and (o) risks related
to Crosstex’s substantial indebtedness, as well as other factors
disclosed in Devon's and Crosstex's filings with the SEC. You should
read Devon's and Crosstex's filings with the SEC, including their
respective Annual Reports on Form 10-K for the year ended December 31,
2012 and their Quarterly Reports for the quarters ended March 31, 2013,
June 30, 2013 and September 30, 2013 and other filings made with the
SEC. Neither Devon nor Crosstex assumes any obligation to update these
forward-looking statements.
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